8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: October 17, 2006

(Date of earliest event reported)

HAUPPAUGE DIGITAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-13559	11-3227864
(State or Other Jurisdiction of Incorporation	(Commission File No.)	(IRS Employer Identification Number)

91 Cabot Court, Hauppauge, NY 11788

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (631) 434-1600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

G	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
G	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
G	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
G	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On October 17, 2006, Hauppauge Computer Works, Inc. (“HCW”), a wholly-owned subsidiary of Hauppauge Digital, Inc., (the “Company”) executed an amendment to the 2004 Lease (as hereinafter defined) (the “Lease Amendment”) with Ladokk Realty Co. LLC (“Ladokk”) for the premises located at 91 Cabot Court, Hauppauge, New York which the Company uses for its executive offices and for the testing, storage and shipping of the Company’s products (the “Premises”). The Lease Amendment commences as of September 1, 2006 and ends on August 31, 2011 (the “Term”). The base rent under the Lease Amendment for the first year of the Term is $300,000, payable monthly in the amount of $25,000.00. Rent is subject to an annual increase of 3% over the Term. The execution of the Lease Amendment was approved by the Company’s Board of Directors (the “Board”), following the recommendation of the Company’s Audit Committee (the “Audit Committee”).

The Lease Amendment provides for the payment of rent arrearages in the aggregate amount of $168,667.04 (the “Arrearage”) to be paid in the amount of $5,000.00 per month tendered with rent until the Arrearage is paid in full. Subject to the terms and conditions of the 2004 Lease, HCW is obligated to pay for utilities, repairs to the Premises, and taxes during the Term.

The Lease Amendment provides that HCW has the option to renew the 2004 Lease for an additional 5 year term (the “Renewal Term”) after the expiration of the Term, upon written notice given to Ladokk between six and twelve months prior to expiration of the Term. Rent due during the first year of the Renewal Term is to be equal to the market rate at the end of the Term, but not less than rent paid during the last year of the Term, subject to increase for the second through fifth years of the Renewal Term by CPI plus 1% per annum.

The members of Ladokk are Kenneth Plotkin, the Company’s Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Vice President of Marketing, Director, and the holder of approximately 8.8% of the Company’s common shares as of September 30, 2005, Dorothy Plotkin, wife of Kenneth Plotkin and holder of approximately 5.9% of the Company’s common shares as of September 30, 2005, and Laura Aupperle, believed by the Company to be the holder of approximately 10.5% of the Company’s common shares as of September 30, 2005. Further description of the relationship among Kenneth Plotkin, the Company and Ladokk are set forth in Item 5.05 hereto.

The description of the Lease Amendment is qualified in its entirety by reference to the Lease Amendment filed as Exhibit 10.1 hereto.

The Lease Amendment modifies the terms of a lease entered into between HCW and Ladokk on February 17, 2004 for the Premises (the “2004 Lease”) which was filed as an Exhibit to the Company’s Form 10-Q for the period ended March 31, 2004. The term of the 2004 Lease was for five years and was due to terminate on February 16, 2009. The annual rent under the 2004 Lease was $360,000 and HCW was obligated to pay real estate taxes and the operating costs of maintaining the Premises.

Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

On October 17, 2006, the Board, following the recommendation of the Audit Committee, granted a one-time waiver to Kenneth Plotkin as further described below. The Code requires any “Covered Party”, as defined in the Code, who is aware of a material transaction or relationship that could reasonably be expected to give rise to a conflict of interest or any related party transaction to discuss the matter promptly with the Appropriate Ethics Contact, as defined in the Code (i.e., the Audit Committee). The Board granted the above-mentioned one-time waiver of the Code in connection with the 2004 Lease upon the recommendation of the Audit Committee in light of the Audit Committee’s determination that, among other things, Mr. Plotkin has fully supported the amicable resolution of this matter, even though it would result in a diminution of pecuniary gains to him personally. As discussed in Item 1.01 above, HCW currently leases the Premises pursuant to the 2004 Lease as amended by the Lease Amendment.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	10.1	Amendment to Lease dated February 17, 2004, between Ladokk Realty Co. LLC and Hauppauge Computer Works, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HAUPPAUGE DIGITAL, INC.
Date: October 17, 2006	By:	/s/  Gerald Tucciarone
		Gerald Tucciarone Chief Financial Officer

EX-10.1

AMENDMENT TO LEASE DATED FEBRUARY 17, 2004 BETWEEN LADOKK REALTY CO. LLC ("LANDLORD") AND HAUPPAUGE COMPUTER WORKS, INC ("TENANT").

Whereas Landlord and Tenant are parties to a written lease dated February 17, 2004 (the "Lease") for the premises at 91 Cabot Court, Hauppauge, New York 11788 (the "Demised Premises") and

Whereas the parties hereto desire to amend and modify the Lease as herein provided.

NOW THEREFORE in consideration of the terms and conditions set forth herein and other good and valuable consideration it is agreed as follows:

1.Term. The Term of the Lease for the Demised Premises is hereby extended to August 31, 2011.

2.Rent. The Tenant will pay rent as follows:

September 1, 2006 to August 31, 2007 $300,000; monthly $25,000.00

September 1, 2007 to August 31, 2008 $309,000; monthly $25,750.00

September 1, 2008 to August 31, 2009 $318,270; monthly $26,522.50

September l, 2009 to August 31, 2010 $327,818; monthly $27,318.66

September 1, 2010 to August 31, 2011 $337,653; monthly $28,137.75

The rent shall be paid in equal monthly installments in advance on the first day of each and every calendar month during said term. To the extent that Tenant has paid rent for the period commencing September 1, 2006 in an amount in excess of the monthly amount of rent payable hereunder, Tenant shall be given a credit on the rent next payable.

3.Paragraph FIFTY-FIRST of the Lease is hereby deleted.

4.Unpaid Rent. Tenant as of the date of the execution of this Amendment has paid all prior rent and other payments due to the Landlord, except the sum of $(as of 10/5/06 the amount is $168,667.04) ___________ which the parties acknowledge is due and payable by the Tenant to the Landlord. This amount due shall be payable as additional rent in the amount of $5,000.00 per month which shall be tendered with the monthly rent payment commencing with the monthly rent payable for November, 2006.

5.No Broker. The parties hereto recognize that no broker negotiated and consummated this Lease amendment.

6.Right to Sublet or Assign.

(A)Tenant may, without the consent of Landlord, assign this Lease or sublet all of the Demised Premises to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant’s capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all or substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment.

(B)For purposes of this Article, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant, or of a corporate tenant, or of a corporate subtenant, or the transfer of a majority of the total equitable ownership interests in any tenant or subtenant of another business form, however accomplished, whether in a single transaction or in a series of related or unrelated transactions, shall be deemed an assignment of this Lease, or of such sublease, as the case may be; (ii) any person or legal representative of Tenant, to whom Tenant’s interest under this Lease passes by operation of law or otherwise, shall be bound by the provisions of this Article and (iii) a modification or amendment of a sublease shall be deemed a sublease. This paragraph shall not apply to the sale of common stock on the stock exchange.

7.Notices. Any notices or demand which under the terms of this Lease or under any statute must or may be given or made by the parties hereto, shall be in writing and shall be given or made by mailing the same by certified, registered mail, overnight courier, or hand delivered addressed to the respective parties’ attorneys at the addresses set forth in this Lease. Copies of notices to Tenant shall be sent to Meltzer, Lippe, Goldstein & Breitstone, LLP, 190 Willis Avenue, Mineola, New York 11501, Attn: Herbert W. Solomon, Esq. Copies of notice to Landlord shall be sent to: Twomey, Latham, Shea, Kelley, Dubin & Quartaro, LLP, 33 West Second Street, P.O. Box 9398, Riverhead, New York 11901 Attention: Kathryn Dalli, Esq. Notices shall be deemed given upon receipt, if hand delivered, first refusal, or if by overnight courier, or the 3rd business day if sent by certified or registered mail.

8.Renewal Option. If Tenant is not in default under the terms of the Lease beyond the expiration of applicable notice and cure period, then the Tenant shall have the option to extend the Lease term for an additional five (5) years upon the following terms and conditions:

(A)   The Tenant shall notify Landlord in writing that Tenant intends to exercise this option no earlier than the date that is twelve (12) months prior to the Expiration Date and no later than the date that is six (6) months prior to the Expiration Date.

(B)   The Renewal Term shall be upon the same terms, covenants and conditions as in the Lease except that (a) there shall be no further option to extend this Lease beyond the one (1) Renewal Term referred to above: (b) the Demised Premises shall be delivered in its then "as is" condition; and (c) the rent paid by Tenant during the Renewal Term shall be as follows:

1.   During the first year of the Renewal Term the rent shall equal the market rate at the time of the expiration of the Lease, but in no event shall it be less than the amount paid during year five (5) of this Lease agreement.

2.   During each of the second through fifth years of the Renewal Term, the rent shall be increased by CPI plus one (1%) percent per annum over the rent payable for the prior year. CPI shall be based upon the CPI at the last month of the preceding lease year compared to the first month of the preceding lease year. The term "CPI" shall mean the Consumer Price Index for All Urban Workers, New York City-Metropolitan Area, published by the Federal Bureau of Labor Statistics (or, if no longer published by the Federal Bureau of Labor Statistics, such other index as Landlord shall reasonably select).

3.   Said sums shall be payable in equal monthly installments.

4.   Landlord shall advise Tenant of it’s determination of the market rate. If Tenant disputes Landlord’s determination of such market rate, Tenant, by written demand served upon Landlord within five (5) days after such notification by Landlord, may commence arbitration strictly in accordance with the terms and conditions of this subparagraph. If Tenant shall fail to demand arbitration as set forth above within said five (5) day period, Tenant shall be deemed to have accepted Landlord’s determination of the market rate. The sole issue to be determined by such arbitration shall be the market rate in accordance with this subparagraph. Within thirty (30) days after such written demand, each party will obtain and deliver to the other an appraisal to be done by a licensed appraiser with at least ten (10) years experience. If the parties cannot agree upon a market rate, the two (2) appraisers shall select a third licensed appraiser meeting the same qualifications. Landlord and Tenant will pay for the services of its own appraiser and shall share the cost of the third appraiser, if applicable. The two closest appraisals will be averaged and shall be deemed the market rate.

9.Due Authorization. Tenant represents to the Landlord that this Amendment and the Lease has been duly authorized by the Board of Directors of Tenant and its parent, Hauppauge Digital Inc. Landlord represents to the Tenant that this Amendment and the Lease has been duly authorized by the members of Ladokk Realty Co. LLC.

10.Lease to Continue as Amended. Except as amended herein, all of the terms and conditions of the Lease dated February 17, 2004 shall remain in full force and effect.

11.Counterparts. This Amendment may be signed in counterpart and by facsimile signature.

Dated: October 17, 2006    LADOKK REALTY CO. LLC

By /s/ Kenneth Plotkin

Kenneth Plotkin

LADOKK REALTY CO. LLC

By /s/ Laura Aupperle

Laura Aupperle

LADOKK REALTY CO. LLC

By /s/ Dorothy Plotkin

Dorothy Plotkin

HAUPPAUGE COMPUTER WORKS, INC.

By/s/ Gerald Tucciarone

Gerald Tucciarone

Chief Financial Officer

As to Section 9:

HAUPPAUGE DIGITAL, INC.

By: /s/ Gerald Tucciarone

Gerald Tucciarone

Chief Financial Officer